"SAM.gov and US Government Contracts for a Foreign-Owned US Company: Who Can Register, What Foreign Ownership Rules Out, Buy American and Trade Agreements, Subcontracting, and Getting Paid"

The US federal government is the largest single buyer in the world. Civilian agencies and the Department of Defense together spend several hundred billion dollars a year on contracts, from software development and translation to laboratory equipment, research, training and cleaning services. Many founders who run a US company from abroad eventually ask whether any of that is open to them.

The short answer is that a US company owned by a foreign person or a foreign company can register to do business with the US government and can win contracts. Foreign ownership is not, on its own, a bar. But it does shut some doors completely, it changes how you describe your company on every registration, and it makes some contracts practically out of reach because of where the work is done, where the products come from, or who is allowed to see the information involved.

This guide explains what is open and what isn't, so that you can decide whether government work is a realistic market for your company before you spend months on registrations and bids.

In short: A US LLC or corporation owned from abroad can register in SAM.gov, receive a Unique Entity ID (UEI) and a CAGE code, and bid on federal contracts. It must disclose its immediate and highest-level owners, and a foreign parent company may need an NCAGE code. Foreign-owned companies can still count as a small business if they meet the size standard and have a real US place of business, but they cannot use the 8(a), women-owned, service-disabled veteran-owned or similar programmes, which require US citizen ownership. Products must usually come from the USA or a Trade Agreements Act country, and India and China are not designated countries. Defence work brings CMMC cybersecurity requirements, and classified work needs a facility clearance that foreign ownership makes very difficult. Many foreign-owned companies start as subcontractors.

What SAM.gov is

SAM.gov, the System for Award Management, is the federal government's register of companies it can pay. Any company that wants to receive a federal contract directly, or a federal grant, must have an active registration there. Registration is free. The government doesn't charge for it, and no private company can speed it up or guarantee approval, whatever their advertising says.

A registration does three things:

• it gives your company a Unique Entity ID (UEI), the 12-character identifier that replaced the old D-U-N-S number for federal purposes in April 2022;
• it records your company's legal details, tax ID, bank account for payment, ownership and size, and the representations and certifications you make on every bid;
• for companies that want contracts rather than only grants, it leads to a CAGE code, the identifier the Defense Logistics Agency assigns to contractors.

The registration must be renewed every year. If it lapses, you cannot be awarded a contract and payments on existing contracts can be held up.

A US company is registered as a US entity, even if every owner lives abroad. That matters: a foreign company registering directly is treated as an international entity, needs an NCAGE code from its own country, and faces extra checks. A US LLC or corporation goes through the domestic route.

The details have to match exactly

Most failed or delayed registrations come down to mismatches, and companies owned from abroad are more likely to have them.

Legal name and EIN. SAM.gov checks your company's legal name and EIN against IRS records. The name must match the IRS record character for character, including "LLC" or "Inc." and any punctuation. If your EIN confirmation letter shows a slightly different name from your state filing, fix that first. See the EIN guide for non-residents.

Physical address. SAM.gov validates the company's legal business name and physical address against official records. A registered agent's address is not your business address and is often rejected. A company with no US premises will usually register its owner's real address abroad or a genuine US business address, and must be able to prove it with documents if asked. See US business address and virtual office explained.

Bank account. Federal payments are made by electronic funds transfer, so the registration includes the bank account that will receive them. A US business account in the company's name is by far the simplest. See US business bank accounts for non-residents.

The person registering. SAM.gov signs users in through Login.gov, which verifies the identity of the person managing the registration. The identity checks are built around US identity documents and US phone numbers, so a founder living abroad may run into difficulties. The government also asks for a signed, and in many cases notarised, letter appointing the company's entity administrator. The precise requirements have changed several times, so check what SAM.gov asks for when you start.

None of this is difficult if the company's records are consistent from the start. It is much harder when the state record, the EIN letter, the bank and the address all show slightly different details.

Disclosing a foreign owner

Every registration asks who owns and controls the company. Under the federal ownership rules, you list the company's immediate owner and its highest-level owner, if either is an entity.

• Owned by individuals: if your company is owned by one or more people, there is no parent company to list, though you still answer the other ownership and control questions truthfully.
• Owned by a foreign company: you name the parent and the ultimate parent. Where an owner company is outside the USA, it may need an NCAGE code, the international equivalent of a CAGE code, issued through its own country's codification office. That can take weeks, so start early.

You will also answer questions about whether the company is owned or controlled by a foreign government, and you will certify, on every offer, that you don't use certain prohibited telecommunications and video surveillance equipment and services (from Huawei, ZTE, Hikvision, Dahua and Hytera and their affiliates). For a company that sources hardware from abroad, check this certification carefully.

Foreign ownership is visible to every contracting officer who looks at your registration. That is fine for most civilian work. It becomes a real issue in defence and security work, covered below.

Small business status: what a foreign owner keeps and loses

Federal agencies set aside a large share of contracts for small businesses. Whether your company qualifies matters more than almost anything else for a new contractor.

Small business: often still available

The Small Business Administration defines a small business by size standards, measured by average annual revenue or employee count for the industry code (NAICS) of the contract. The definition also requires the company to have a place of business in the USA and to operate primarily in the USA or contribute significantly to the US economy, for example by paying US taxes or using American products, materials or labour.

Foreign ownership doesn't disqualify a company. But size is measured together with affiliates, which include a parent company and other companies under common control. A US subsidiary of a large Indian IT company, for example, will usually not be small, because the parent's revenue and employees count. A single founder's LLC with no large affiliates can be.

The "place of business in the USA" requirement is where many companies owned from abroad fail. A registered agent address and a virtual mailbox are unlikely to satisfy it if a competitor protests your status. A company that wants to compete for small business set-asides should expect to need a real US operation.

Programmes that require US citizen ownership

The SBA's socio-economic programmes are reserved for companies at least 51% owned and controlled by US citizens meeting each programme's conditions:

• the 8(a) Business Development programme for socially and economically disadvantaged owners;
• the women-owned (WOSB) and economically disadvantaged women-owned (EDWOSB) programmes;
• the service-disabled veteran-owned (SDVOSB) programme;
• the HUBZone programme, which also requires US citizen ownership (with limited exceptions) and staff in designated areas.

A company owned by non-US citizens cannot qualify for any of these. Green card holders don't count as citizens for these programmes. If a US citizen co-founder holds 51% and genuinely controls the company, eligibility depends on that person, not on the foreign partner; but control must be real, and the SBA looks at the operating agreement, board, signing authority and who runs the business day to day. See single-member vs multi-member LLC.

Where your products and services come from

Buy American

The Buy American Act gives preference to domestic end products in federal supply contracts. A product counts as domestic only if it is manufactured in the USA and enough of its components are domestic: the domestic content threshold is 65% of the cost of components for items delivered from 2024 to 2028, rising to 75% from 2029. Foreign products can still be bought, but with a price penalty in the evaluation, so they rarely win against domestic competitors.

The Trade Agreements Act

For larger contracts, the Trade Agreements Act (TAA) applies instead. It allows products from countries that have a trade agreement with the USA covering government procurement, the designated countries, but bans products from countries that are not designated.

The designated list includes the European Union countries, the UK, Switzerland, Norway, Canada, Mexico, Japan, South Korea, Singapore, Israel, Australia, Chile, Colombia, Bahrain, Oman, Morocco and the countries the UN classes as least developed, among others. It does not include India, China, Vietnam, Malaysia, Indonesia, Thailand, Brazil, the UAE or Saudi Arabia.

That has practical consequences:

• A company importing products made in India cannot sell them on contracts covered by the TAA, including most GSA Multiple Award Schedule contracts, however the US company is owned.
• A company sourcing from Germany, Mexico or Japan can, as long as it can prove the country of origin.
• A company in Dubai reselling goods made in the UAE has the same problem as one selling Indian goods: the UAE is not designated.
• Country of origin for TAA purposes is where the product was made or substantially transformed, not where it was shipped from or where the seller is registered.

Since 2025 tariffs have added a separate cost to imported products. Tariffs and procurement rules are different systems; a product can be TAA-compliant and still carry a high import tariff. See importer of record for a foreign-owned US company.

Services performed abroad

For services, the trade agreement rules look mainly at where the contracting company is established, which for a US company is the USA. But many service contracts carry their own restrictions:

• place of performance clauses requiring work in the USA or on government premises;
• data location rules, which require government data to be stored and processed in the USA, often in FedRAMP-authorised cloud environments;
• personnel rules requiring US citizens or people who pass a US background check, especially for access to government systems;
• export controls on technical data, which restrict sharing it with people outside the USA.

A software or IT services company with its team in Bengaluru or Lisbon can win some federal work, typically through a US prime contractor and on projects without sensitive data, but should read these clauses before bidding.

Defence work and foreign ownership

CMMC

The Department of Defense requires contractors handling its information to meet the Cybersecurity Maturity Model Certification (CMMC) standard. Phase 1 began on 10 November 2025, requiring self-assessments; from 10 November 2026, third-party certification at Level 2 becomes the expected requirement for new contracts involving controlled unclassified information. Certification takes months and costs money, and it covers the systems your overseas staff use.

Classified work and FOCI

Contracts involving classified information require a facility security clearance. A company under foreign ownership, control or influence (FOCI) can only receive one if the foreign influence is mitigated, typically through board resolutions, proxy agreements or special security agreements that put the US company under the control of cleared US citizens. These arrangements are expensive and suit large established groups, not founders starting out. For practical purposes, a company owned from abroad should treat classified work as closed.

Subcontracting: where most foreign-owned companies start

Large prime contractors, the companies that hold the big federal contracts, buy services, components and specialist skills from subcontractors. Large primes also have subcontracting goals for small businesses, which creates demand for small suppliers.

Subcontracting suits a company owned from abroad for several reasons:

• the prime handles the government's compliance burden and bids;
• you sign a commercial contract with the prime, not a federal contract, though many federal clauses still "flow down" to you;
• some primes don't require you to be in SAM.gov at all for smaller subcontracts, though many do as part of their vendor checks;
• it builds the past performance record that federal buyers look for when you later bid directly.

Read the flow-down clauses carefully: data location, personnel, cybersecurity, export controls and the prohibited-equipment certification usually pass down to subcontractors. See contracts with US clients.

Getting paid

Federal agencies pay by EFT to the bank account registered in SAM.gov. Invoices are submitted through government invoicing systems such as the Invoice Processing Platform for many civilian agencies and the PIEE system for defence. The Prompt Payment Act requires most invoices to be paid within 30 days of a proper invoice, with interest for late payment.

The agency will report payments to the IRS. That doesn't change your company's tax position, which depends on where the work is done.

Tax: a US contract doesn't automatically mean US tax

A single-member LLC owned by a non-resident is disregarded by the IRS. If the work is performed outside the USA and the company has no US office, staff or dependent agents, the income is generally not effectively connected with a US business and not taxed in the USA, even though the client is the US government. Once you have staff, an office or people performing the contract inside the USA, part or all of the income becomes US taxable. See effectively connected income explained.

Government contracts with a US place of performance usually push a company towards a C-Corporation, or an LLC electing corporate tax, so that US tax stays inside the US company. The company still files Form 5472 every year to report transactions with its foreign owner. See Form 5472 explained and LLC vs Inc.

Your home country will also tax the profit under its own rules, and if your home company does the work and invoices the US company, the prices between them need to be at arm's length. See transfer pricing between your home company and your US company.

State and local government

States, counties, cities, public universities and school districts buy services too, through their own vendor portals and rules. Some give preference to in-state businesses, and many require a registration with the state where the work is done. They don't use SAM.gov for contracts, though recipients of federal grants often require their suppliers to be registered there. State procurement can be a more realistic first market for a small foreign-owned company, especially for software, translation and training.

Worked examples

These examples are illustrative.

A translation company in Warsaw. A Polish founder runs a Wyoming LLC that translates technical and legal documents. Translators work in Poland and across Europe. The LLC registers in SAM.gov, lists the founder as owner with no parent company, and starts as a subcontractor to a US language services firm that holds contracts with several agencies. Poland is a designated country and services are performed by a US company, so the trade rules raise no issue. The work is performed outside the USA, so the LLC pays no US income tax, files Form 5472 every year, and reports the profit in Poland. It cannot use small business set-asides directly, because it has no real place of business in the USA, until it opens a small US office two years later.

An Indian IT company's US subsidiary. A Pune company with 400 staff forms a Delaware corporation to sell to the US federal market. In SAM.gov, the corporation names its Indian parent as immediate and highest-level owner; the parent obtains an NCAGE code. The parent's size means the subsidiary is not small. Data location rules rule out projects that would require offshore access to government data, so the subsidiary focuses on subcontracting to large primes for application modernisation, with US-based staff working on government systems and the Indian team working on code that contains no government data. Hardware resale is ruled out because Indian-made products fail the TAA.

A medical supplies distributor from the UAE. A Dubai-based distributor sets up a Texas LLC, electing corporate tax treatment, with a warehouse in Houston. It sources products from Germany and the USA, which are acceptable under both Buy American and the TAA, and avoids a line manufactured in India for its federal sales. Its sales manager in Houston gives it a real US place of business; with revenue below the size standard and no large affiliates, it qualifies as a small business and bids on set-aside contracts from Veterans Affairs hospitals.

A Mexican engineering consultancy. Two engineers in Monterrey with a Delaware LLC want Department of Defense work on infrastructure design. They find that most opportunities require CMMC Level 2, US citizen staff and export-controlled drawings. They decide instead to subcontract on state transport projects in Texas, which have none of those requirements.

Common mistakes

1. Paying for SAM.gov registration by companies that imply they are the government or can guarantee approval.
2. Names that don't match between the state record, the IRS and the bank.
3. Using the registered agent's address as the physical address.
4. Claiming small business status with a large parent company or no real US place of business; competitors can protest, and false claims carry serious penalties.
5. Claiming 8(a), WOSB, SDVOSB or HUBZone status when the company is foreign-owned.
6. Offering products from non-designated countries on TAA-covered contracts.
7. Ignoring flow-down clauses about data location, personnel and cybersecurity.
8. Letting the registration lapse at the annual renewal.
9. Forgetting Form 5472, which applies whatever the client.

What to do next

Start with the market, not the registration. Look at what agencies and prime contractors in your field actually buy, and check the place-of-performance, data, personnel and country-of-origin rules on real past contracts. If the work suits a company run from abroad, make sure your US company's legal name, EIN, address and bank account are consistent, then register. If it doesn't, consider subcontracting or state and local contracts first.

Frequently asked questions

Can a US LLC owned by a non-resident register in SAM.gov? Yes. It registers as a US entity and discloses its ownership.

Do I need a D-U-N-S number? No. Federal contracting uses the Unique Entity ID issued in SAM.gov. A D-U-N-S number is still used by some private companies and app stores. See D-U-N-S number and business credit.

Do I need an SSN or ITIN? Not for the company. SAM.gov uses the company's EIN. The person managing the registration verifies their identity through Login.gov, which can be harder without US documents.

Can a foreign-owned company be a small business? Yes, if it meets the size standard together with its affiliates and has a real place of business in the USA.

Can a foreign owner get 8(a) or women-owned status? No. These programmes require at least 51% ownership and control by US citizens.

Can I supply products made in India to the US government? Not on contracts covered by the Trade Agreements Act, which include most large supply contracts and GSA Schedules. Smaller contracts under Buy American can accept foreign products with a price penalty.

Is government income taxed in the USA? It depends on where the work is done and what US presence you have, not on who the client is.

How UCB can help

We form US companies for non-residents with consistent details from day one: the state record, EIN, US business address and bank application all match, which is what SAM.gov checks. We do this through our formation, EIN and bank account package, and file the yearly federal return, including Form 5472, through our US tax filing service. We do not register companies in SAM.gov, prepare bids or advise on procurement rules.

Thinking about US government work for your company? WhatsApp us at +1 315 961 2956 or email enquiries@ucbsolutions.com.